Axa reference document_2009

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Axa reference document_2009

  1. 1. Document de RéférenceAnnual Report 2009
  2. 2. TA B L E O F C O N T E N T S CERTAIN PRELIMINARY INFORMATION ABOUT THIS ANNUAL REPORT 1 1 THE AXA GROUP 3 Our global business operations, recent financial performance and financial condition 1.1 Selected consolidated financial data 4 1.2 Information on the Company 8 1.3 Activity Report 41 1.4 Liquidity and capital resources 94 2 CORPORATE GOVERNANCE 101 Executive compensation, major shareholders and related matters 2.1 Directors, senior management and employees 102 2.2 Full disclosure on executive compensation and share ownership 121 2.3 Description of the Company’s share repurchase program 161 2.4 Major shareholders and related party transactions 164 2.5 The Offer and listing 174 3 RISK FACTORS 177 Certain disclosures about market risk and related matters 3.1 Risk factors 178 3.2 Quantitative and qualitative disclosures about market risk and risk factors 193 3.3 Certain financial information 211 4 CONSOLIDATED FINANCIAL STATEMENTS 213 4.1 Consolidated statement of financial position 214 4.2 Consolidated statement of income 217 4.3 Consolidated statement of comprehensive income 218 4.4 Consolidated statement of changes in equity 220 4.5 Consolidated statement of cash flows 224 4.6 Notes to the consolidated financial statements 226 4.7 Report of the Statutory Auditors 404 5 CERTAIN ADDITIONAL INFORMATION 407 5.1 Charter 408 5.2 Description of AXA’s share capital 410 A APPENDICES 417 Appendix I Chairman of the Supervisory Board’s report 418 Appendix II Other legal information 430 Appendix III Statement of the person responsible for the Annual Report (Document de Référence) 434 Appendix IV Financial authorizations 435 Appendix V AXA parent compagny financial statements 437 Appendix VI Group Embedded Value 462 Appendix VII General Shareholders’ Meeting – April 29, 2010 467 Appendix VIII Social and environmental information 533 Appendix IX Management Board’s Report Correspondence table 545 Appendix X Commission Regulation of April 29, 2004 Correspondence table 546 Appendix XI Annual Financial Report Correspondence table 548
  3. 3. DOCUMENT DE RÉFÉRENCE ANNUAL REPORT 2009 This Annual Report serves as AXA’s Document de Référence within the meaning of Article 212-13 of the Autorité des marchés financiers (AMF) General Regulation. It was filed with the AMF on March 17, 2010 and may be used in connection with a financing transaction provided it is accompanied by a prospectus registered with the AMF. This Annual Report also includes (i) all the components of the Annual Financial Report (Rapport Financier Annuel) referred to in paragraph I of Article L.451-1-2 of the French Monetary and Financial Code (Code monétaire et financier) as well as in Article 222-3 of the AMF General Regulation (Règlement Général de l’AMF) (please refer to the table on page 548 of this Annual Report which indicates the relevant sections of this Document de Référence corresponding to the various components required under the terms of Article 222-3 of the AMF General Regulation), (ii) all the matters required to be covered in the Management Board’s Report to the AXA’s Shareholders’ Meeting to be held on April 29, 2010, established pursuant to the Articles L.225-100 and L.225-100-2 of the French Commercial Code (Code de commerce) (the relevant sections of this Document de Référence corresponding to these compulsory matters have been approved by AXA’s Management Board and are presented in the table on page 545 of this Annual Report) and (iii) all information required under Article R.225-83 of the French Commercial Code. CERTAIN PRELIMINARY INFORMATION ABOUT THIS ANNUAL REPORTPresentation of InformationIn this Annual Report unless provided otherwise, (i)  the On January 25, 2010, AXA announced its intention to voluntarily“Company”, “AXA” and/or “AXA  SA” refer to AXA, a Société delist its ADSs from the NYSE and to voluntarily deregister withAnonyme organized under the laws of France which is the the US Securities and Exchange Commission (SEC). AXA filedpublicly traded parent company of the AXA Group, and (ii) “AXA its Form 25 with the SEC and the NYSE on March 16, 2010 toGroup”, the “Group” and/or “we” refer to AXA SA together with delist its ADSs and the delisting is expected to be effective onits direct and indirect subsidiaries. The Company’s ordinary March 26, 2010. AXA plans to file its Form 15 to deregister withshares are referred to in this Annual Report as “shares”, “ordinary the SEC on March 26, 2010 and its deregistration with the SEC isshares” or “AXA ordinary shares”. The principal trading market expected to become effective within 90 days thereafter.for the Company’s ordinary shares is the Compartment A This Annual Report includes AXA’s consolidated financialof Euronext Paris, which we refer to in this Annual Report as statements for the years ended December 31, 2009, 2008 and“Euronext Paris”. The Company’s American Depositary Shares 2007. AXA’s consolidated financial statements, including theand American Depositary Receipts are referred to in this Annual notes thereto, are included in Part  4  – “Consolidated FinancialReport as “ADSs” and “ADRs”, respectively. The ADSs and ADRs Statements” of this Annual Report and have been prepared inare listed on the New York Stock Exchange (referred to in this accordance with International Financial Reporting StandardsAnnual Report as “NYSE”). Each ADR evidences one ADS which, (referred to in this Annual Report as “IFRS”) and interpretationsin turn, represents one AXA ordinary share. from the International Financial Reporting Interpretations Committee (referred to in this Annual Report as “IFRIC”) that were definitive and effective as at December  31, 2009, as adopted by the European Union prior to the balance sheet date. ... I DOCUMENT DE RÉFÉRENCE - ANNUAL REPORT 2009 - AXA I 1
  4. 4. CERTAIN PRELIMINARY INFORMATION ABOUT THIS ANNUAL REPORT The Group does not, however, use the “carve out” option to statements also comply with IFRS as issued by the International avoid applying all the hedge accounting principles required by Accounting Standards Board (“IASB”). The adoption date of IAS  39. In addition, the adoption of the new IFRS  9 standard IFRS 9, including its different phases and its mode of enforcement published by the IASB in November  2009 has not been yet are currently being reviewed within the Group. formally submitted to the European Union. However, the Group Various amounts in this document are shown in million for would not have used the earlier adoption option of the standard presentation purposes. Such amounts have been rounded. in 2009. As a consequence, AXA Group’s consolidated financial Rounding differences may also exist for percentages. Exchange Rate Information The Company publishes its consolidated financial statements in Section 1.1 “Exchange Rate Information” of this Annual Report. Euro (“Euro”, “euro” or “€”). Unless otherwise stated, all amounts For a discussion of the impact of foreign currency fluctuations in this Annual Report are expressed in Euro. The currency of on AXA’s financial condition and results of operations, please the United States will be referred to as “U.S. dollars” or “USD” see Part 1 – “The AXA Group: Our global business operations, or “U.S.$” or “$”. For historical exchange rate information, recent financial performance and financial condition”, Section 1.3 please refer to Part  1  – “The AXA Group: Our global business “Activity Report” of this Annual Report. operations, recent financial performance and financial condition”, Cautionary Statements concerning the use of non-gaap measures and forward-looking statement This Annual Report includes certain terms that are used by AXA other factors that could cause actual results and AXA’s plans and in analyzing its business operations and, therefore, may not be objectives to differ materially from those expressed or implied in comparable with terms used by other companies. These terms the forward-looking statements (or from past results). These risks are defined in the glossary provided at the end of Section 1.3 in and uncertainties include, without limitation, the risk of future Part 1 – “The AXA Group: Our global business operations, recent catastrophic events including possible future weather-related financial performance and financial condition” of this Annual catastrophic events or terrorist related incidents. Please refer Report. to Part 3 – “Risk factors, certain disclosures about market risks and related matters” of this Annual Report  for a description of Certain statements contained herein are forward-looking certain important factors, risks and uncertainties that may affect statements including, but not limited to, statements that are AXA’s business and/or results of operations. AXA undertakes predictions of, or indicate, future events, trends, plans or no obligation to publicly update or revise any of these forward- objectives. Undue reliance should not be placed on such looking statements, whether to reflect new information, future statements because, by their nature, they are subject to known events or circumstances or otherwise. and unknown risks and uncertainties and can be affected by2 I DOCUMENT DE RÉFÉRENCE - ANNUAL REPORT 2009 - AXA I
  5. 5. 1 THE AXA GROUP Our global business operations, recent financial performance and financial condition 1.1 SELECTED CONSOLIDATED FINANCIAL DATA 4 Exchange Rate Information 5 Information on Euro Noon Buying Rates 6 Dividends 7 1.2 INFORMATION ON THE COMPANY 8 Introduction 8 History and development 8 Recent developments 9 General information 9 Table of principal subsidiaries with Group share of interests and voting rights percentages 10 Ratings 13 Business overview 15 Segment information 18 Additional factors which may affect AXA’s business 33 1.3 ACTIVITY REPORT 41 Insurance and Asset Management markets 41 Financial market conditions in 2009 45 Operating highlights 46 Events subsequent to December 31, 2009 49 Consolidated gross revenues 49 Shareholder Value 56 Life & Savings segment 57 Life & Savings operations – Other Countries 69 Property & Casualty segment 72 Property & Casualty Operations - Other Countries 80 International Insurance segment 82 Asset Management segment 84 Banking 87 Holdings and other companies 88 Outlook 90 Glossary 90 1.4 LIQUIDITY AND CAPITAL RESOURCES 94 Internal sources of liquidity: AXA’s subsidiaries 94 Liquidity position and risk management framework 95 Uses of funds 97 Solvency margin 97 Credit rating 98 Subsequent events after December 31, 2009 impacting AXA’s liquidity 99 I DOCUMENT DE RÉFÉRENCE - ANNUAL REPORT 2009 - AXA I 3
  6. 6. 1 THE AXA GROUP 1.1 SELECTED CONSOLIDATED FINANCIAL DATA 1.1 SELECTED CONSOLIDATED FINANCIAL DATA The selected historical consolidated financial data presented European Union before the balance sheet date. However, the below have been derived from AXA’s consolidated financial Group does not use the “carve out” option to avoid applying all statements and related notes for the years ended December 31, the hedge accounting principles required by IAS 39. In addition, 2009, 2008, 2007, 2006 and 2005, in accordance with IFRS. the adoption of the new IFRS  9 standard published by the IASB in November  2009 has not been yet formally submitted The table of historical data set out below is only a summary. to the European Union. However, the Group would not have You should read it in conjunction with the consolidated financial used the earlier adoption option of the standard in 2009. As a statements and related notes for the years ended December 31, consequence, the consolidated financial statements also comply 2009, 2008 and 2007 included in Part 4 –“consolidated financial with IFRSs as issued by the International Accounting Standards statements” of this Annual Report. Board (IASB). The adoption date of IFRS 9, including its different The consolidated financial statements are prepared in compliance phases and its mode of enforcement are currently being reviewed with IFRS standards and IFRIC interpretations that are definitive within the Group. and effective as at December  31, 2009, as adopted by the (in Euro million, except per share data) 2009 2008 2007 2006 2005 Income Statement Data: In accordance with IFRS (a): Total revenues 90,124 91,221 93,633 77,966 70,865 Net investment result excluding financing expenses (b) 36,157 (36,068) 25,891 32,555 32,693 Operating income before tax 5,564 406 7,695 7,626 6,163 Income tax (1,530) 830 (1,783) (1,991) (1,454) Result from discontinued operations, net of tax - - 480 123 97 Net Consolidated Income 4,033 1,236 6,391 5,758 4,806 Net income Group Share 3,606 923 5,666 5,085 4,318 (c) Earnings per share:  - basic (d) 1.51 0.43 2.69 2.58 2.24 - diluted (d) 1.51 0.43 2.67 2.47 2.16 Earnings per share from discontinued operations: - basic - - 0.23 0.06 0.05 - diluted - - 0.23 0.06 0.05 Other data: Number of outstanding shares 2,290.0 2,089.2 2,060.8 2,092.9 1,871.6 Dividend per share (e) 0.55 0.40 1.20 1.06 0.884 I DOCUMENT DE RÉFÉRENCE - ANNUAL REPORT 2009 - AXA I
  7. 7. THE AXA GROUP 1.1 SELECTED CONSOLIDATED FINANCIAL DATA 1 2008(in Euro million, except per share data) 2009 Restated (f) 2007 2006 2005Balance Sheet Data:In accordance with IFRS: (a)Total assets 708,252 673,560 722,927 727,609 575,974Shareholders’ equity 46,229 37,440 45,642 47,225 36,525Shareholders’ equity per share (c) 20.4 18.2 22.5 22.9 19.9(a) As described in Notes 1.10, 1.12.2 and 1.13.2 of Part 4 – consolidated financial statements of this Annual Report, these amounts take into account: (i) following clarification of IFRIC agenda Committee following IASB decision, AXA reclassified TSDI instruments (perpetual subordinated debts) into shareholders’ equity in 2006 with retrospective application in 2005 with impact on net income, (ii) in line with accounting FRS27, the reclassification in the United Kingdom of some with-profit technical reserves to allow for all future terminal bonuses payable to with-profit policyholders within the allocated policyholder reserves, previously held in the unallocated policyholder bonus reserve, without any impact on earnings, and (iii) the restatement of The Netherlands’ activities as discontinued businesses.(b) Includes investment income net of investment management costs, impairment, net realized investment gains and losses and net unrealized investment gains and losses on assets with financial risk borne by the policyholders and on assets designated as at fair value through profit & loss, including assets backing the UK with-profits business.(c) (i) the calculation of net income per share is based on the weighted average number of outstanding shares for each period presented, and (ii) shareholders’ equity per share is calculated based on the actual number of outstanding shares at each period-end presented. The calculations deduct shares held by AXA and its subsidiaries (i.e. treasury shares) in the calculation of weighted average number of outstanding shares (for net income per share) and outstanding shares (for shareholders’ equity per share). The calculation of basic and diluted net income per share for the three years ended December 31, 2009, 2008 and 2007 is presented in Note 26 “Net Income per Ordinary Share” to AXA’s consolidated financial statements. Since 2008, the net income per share takes into account interest charges and foreign exchange impacts related to perpetual debts classified in shareholders’ equity, with retroactive impact on prior years.(d) Following AXA’s rights issue in 4Q09, the average number of shares has been restated to take into account an adjustment factor of 1.023. In the average number of shares calculation, the adjustment factor has been applied on outstanding shares prior to the date of the capital increase leading to an adjustment on average number of shares of 48.4 million shares in 2009, 47.7 million in 2008, 47.9 million in 2007, 45.2 million in 2006 and 44.1 million in 2005. As of December 31, 2009, total net outstanding number of shares was 2,264 million and average fully diluted number of shares was 2,133 million.(e) An annual dividend is generally paid each year in respect of the prior year after the Shareholders’ Meeting (customarily held in April or May) and before September of that year. Dividends are presented in this table in the year to which they relate and not in the year in which they are declared and paid. A dividend of €0.55 per share will be proposed at AXA’s Shareholders’ Meeting that will be held on April 29, 2010. The dividend will be payable on May 6, 2010 with an ex-dividend date of May 3, 2010.(f) In accordance with IFRS 3, i.e. within 12 months following the acquisition date, the Group adjusted certain items impacting the allocation of the Seguros ING (Mexico) purchase price, resulting in a €33 million increase in the goodwill to €512 million. Most of this increase in goodwill was due to adjustments to provisions for liabilities and claims reserves.I Exchange Rate InformationThe average and closing exchange rates used in the preparation of the consolidated financial statements, to translate into Euro theresults of operations of the principal subsidiaries that are not denominated in Euro, are set out in the table below: Year End Exchange Rate Average Exchange Rate 2009 2008 2007 2009 2008 2007 (for €1) (for €1) (for €1) (for €1) (for €1) (for €1)US Dollar 1.43 1.40 1.47 1.39 1.47 1.37Japanese Yen (x100) 1.31 1.27 1.64 1.30 1.62 1.58British Sterling Pound 0.89 0.96 0.73 0.89 0.80 0.68Swiss Franc 1.48 1.49 1.66 1.51 1.59 1.64 I DOCUMENT DE RÉFÉRENCE - ANNUAL REPORT 2009 - AXA I 5
  8. 8. 1 THE AXA GROUP 1.1 SELECTED CONSOLIDATED FINANCIAL DATA I Information on Euro Noon Buying Rates The following table sets forth, for the periods and dates indicated, Buying Rate”. The Euro Noon Buying Rates presented below certain information concerning the Noon Buying Rate of one Euro are for your convenience and were not used by AXA to prepare to US dollars in New York City for cable transfers as certified AXA’s consolidated financial statements included in Part 4 of this for customs purposes by the Federal Reserve Bank of New Annual Report. York, which we refer to in this Annual Report as the “Euro Noon US dollar per Euro Calendar period Average rate (a) 2005 1.2400 2006 1.2661 2007 1.3797 2008 1.4695 2009 1.3955 2010 (through February 28, 2010) 1.3765 (a) The average of the Euro Noon Buying Rates on the last business day of each full month during the relevant period. US dollar per Euro Month High Low September 2009 1.4795 1.4235 October 2009 1.5029 1.4532 November 2009 1.5085 1.4658 December 2009 1.5100 1.4243 January 2010 1.4536 1.3870 February 2010 1.3955 1.3476 The Euro Noon Buying Rate on December 31, 2009 was € 1.00 = 1.4332 $.6 I DOCUMENT DE RÉFÉRENCE - ANNUAL REPORT 2009 - AXA I
  9. 9. THE AXA GROUP 1.1 SELECTED CONSOLIDATED FINANCIAL DATA 1I DividendsThe Company pays dividends in Euro. Future dividends will factors (including the Company’s performance, prevailing financialdepend on AXA’s earnings, financial condition and various market conditions and the general economic environment)other factors. Proposals for dividend payments are made at the and, consequently, may fall outside the target 40%-50% rangediscretion of the Management Board, subject to prior approval by in certain years. In assessing the dividend to be paid in anythe Supervisory Board, and are submitted for final approval to the given year, management tries to strike the appropriate balanceGeneral Shareholders’ Meeting. between prudent capital management and an attractive dividend for shareholders.AXA determines its dividend policy on the basis of its adjustedearnings minus interest charges on undated debt, and, in each A dividend of €0.55 for the fiscal year 2009 will be proposed toof the past several years, with the exception of 2009, AXA has General Shareholders’ Meeting to be held on April 29, 2010.paid aggregate dividends in a general range of 40% to 50% of The following table sets forth information on the dividendsthis amount. While management currently intends to maintain declared and paid in the most recent five years.this dividend policy over the long-term, the dividend proposedby management in any particular year depends on a variety of Dividend per Number of Net dividend share eligible Gross dividend Distribution shares (as of per share for a tax relief per shareFiscal year (in Euro million) December 31) (in Euro) (in Euro) (in Euro)2005 1,647 1,871,605,004 0.88 (b) 0.88 (b) 0.88 (b)2006 2,218 2,092,888,314 1.06 (c) 1.06 (c) 1.06 (c) (d) (d)2007 2,473 2,060,753,492 1.20  1.20  1.20 (d) (e) (e)2008 836 2,089,158,169 0.40  0.40  0.40 (e)2009 1,259 (a) 2,289,965,124 0.55 (f) 0.55 (f) 0.55 (f)(a) Proposal to be submitted to the Shareholders’ Meeting to be held on April 29, 2010.(b) Individual shareholders who were residents of France for tax purposes were eligible for a tax relief of 40% on the dividend, i.e. €0.352 per share for fiscal year 2005.(c) Individual shareholders who were residents of France for tax purposes were eligible for a tax relief of 40% on the dividend, i.e. €0.424 per share for fiscal year 2006.(d) Individual shareholders who were residents of France for tax purposes were eligible for a tax relief of 40% on the dividend, i.e. €0.48 per share for fiscal year 2007.(e) Individual shareholders who were residents of France for tax purposes were eligible for a tax relief of 40% on the dividend, i.e. €0.16 per share for fiscal year 2008.(f) Proposal to be submitted to the Shareholders’ Meeting to be held on April 29, 2010. Individual shareholders who are residents of France for tax purposes will be eligible for a tax relief of 40% on the dividend, i.e. €0.22 per share for fiscal year 2009.Dividends not claimed within five years of the payout date become the property of the French Treasury Department.For information on AXA’s dividend policy, see Part 4 – “Consolidated Financial Statement” and Part 5 – “Certain Additional Information”,Section “Dividends” of this Annual Report. I DOCUMENT DE RÉFÉRENCE - ANNUAL REPORT 2009 - AXA I 7
  10. 10. 1 THE AXA GROUP 1.2 INFORMATION ON THE COMPANY 1.2 INFORMATION ON THE COMPANY I Introduction AXA is a French “Société Anonyme à Directoire et Conseil see Part  2 – “Corporate governance, executive compensation, de Surveillance” (a form of limited liability company with a major shareholders and related matters”, Section  2.5 “The Management Board and a Supervisory Board) existing under Offer and Listing” included in this Annual Report. AXA was the laws of France. The Company’s registered office is located incorporated in 1957 but the origin of its activities goes back to at 25 avenue Matignon, 75008 Paris, France and its telephone 1852. The Company’s corporate existence will continue, subject number is +33 (0) 1 40 75 57 00. For information on the principal to dissolution or prolongation, until December  31, 2059. The trading markets for AXA’s ordinary shares, ADSs and ADRs, please Company’s number in the Paris Trade Registry is 572 093 920. I History and development AXA originated from several French regional mutual insurance management subsidiary Alliance Capital (which subsequently companies, known collectively as “les Mutuelles Unies”. changed its name to AllianceBernstein), and (v)  acquired the minority interest in AXA Financial, which is now a 100% owned In 1982, les Mutuelles Unies took control of Groupe Drouot and subsidiary of AXA. following this transaction, the new Group began operating under the name of AXA. In 2001 and 2002, AXA acquired a banking platform in France, Banque Directe. AXA also continued to streamline its portfolio In 1986, AXA acquired Groupe Présence. of businesses, selling its Health business in Australia and In 1988, AXA transferred its insurance businesses to Compagnie insurance operations in Austria and Hungary, and reorganizing its du Midi which operated under the name of AXA Midi and reinsurance business. subsequently changed its name to AXA. In 2003, AXA sold all its activities in Argentina and Brazil. In 1992, AXA acquired a controlling interest in The Equitable In 2004, AXA acquired the American insurance group MONY, Companies Incorporated following the demutualization of which allowed the expantion of its life insurance distribution Equitable Life. The Equitable Companies Incorporated, based in capacity in the United States by approximately 25%. In addition, the United States, changed its name in 1999 to AXA Financial, Inc. AXA sold (i)  its insurance activities in Uruguay (AXA Seguros (“AXA Financial”). Uruguay) thereby finalizing its disengagement from South In 1995, AXA acquired a majority interest in National Mutual America, (ii)  its Dutch insurance broking operations (Unirobe), Holdings following its demutualization. National Mutual Holdings, (iii)  its Dutch health insurance operations, and (iv)  its mortgage based in Australia, subsequently changed its name to AXA Asia lending activities in Germany (AXA Bausparkasse AG). Pacific Holdings Ltd. In 2005, FINAXA, a listed holding company that was AXA’s In 1997, AXA merged with its French competitor Compagnie principal shareholder, was merged into AXA. Prior to the merger, UAP. This transaction enabled AXA to significantly increase its FINAXA owned the “AXA” brand which, upon consummation of size and reinforce its strategic position in a number of important the merger, became the property of AXA. This merger resulted in markets, particularly in Europe. a simplification of AXA’s shareholding structure and an increase In 1998, AXA purchased the minority interest in its subsidiary in the proportion of its publicly traded shares. AXA Royale Belge and, in 1999, AXA acquired Guardian Royal In 2006, AXA acquired the Winterthur Group, which was then Exchange in Great Britain through its subsidiary Sun Life active in 17 countries and served approximately 13  million &  Provincial Holdings (“SLPH”). The Guardian Royal Exchange clients worldwide. This operation gave AXA the opportunity to acquisition allowed AXA to further strengthen its positions in both strengthen its leading position in several European markets and the United Kingdom and Germany. to increase its presence in a number of high growth markets In 2000, AXA (i)  acquired a majority interest in a Japanese life including in Central and Eastern Europe and Asia. During 2006, insurance company, “Nippon Dantaï Life Insurance Company”, AXA also acquired (i)  “Citadel” in Canada, (ii)  Thinc Destini through a new Japanese holding company, “AXA Nichidan”, (subsequently renamed Thinc Group) in the United Kingdom, and (ii) increased its interest in SLPH from 56.3% to 100%, (iii) sold its (iii)  MLC Hong Kong and Indonesia via its subsidiary AXA Asia interest in Donaldson Lufkin & Jenrette (“DLJ”) to Credit Suisse Pacific Holdings. In addition, in December AXA completed the Group, (iv)  acquired Sanford C. Bernstein through its US asset sale of AXA RE’s (now called “Colisée Re”) reinsurance business.8 I DOCUMENT DE RÉFÉRENCE - ANNUAL REPORT 2009 - AXA I
  11. 11. THE AXA GROUP 1.2 INFORMATION ON THE COMPANY 1In 2007, AXA (i) acquired a 90% stake in Kyobo Auto (now called In 2009, AXA announced (i)  the strengthening of its position in“Kyobo AXA General Insurance Company”) which has a leading Central and Eastern Europe with the acquisition of minority interestsposition in the South Korean motor direct insurance market, held by the European Bank for Reconstruction and Development(ii)  established a joint-venture in the Ukrainian P&C insurance (EBRD) in AXA’s Hungarian, Czech and Polish subsidiaries, andmarket with UkrSibbank (the Ukrainian banking subsidiary of BNP (ii) a transaction, currently under negotiation, pursuant to whichParibas) and subsequently acquired (together with UkrSibbank) AXA would acquire 100% of AXA Asia-Pacific Holding’s (AXA99% of the share capital of Vesko, Ukraine’s 6th  largest P&C APH) Asian businesses while an Australian partner would acquireinsurer, (iii) completed the sale of its principal Dutch operations, 100% of AXA APH’s Australia and New Zealand businesses.comprising 100% of AXA Netherlands, Winterthur Netherlands In addition, AXA announced that it (i)  intends to submit to theand DBV Netherlands, (iv)  finalized a long-term partnership General Shareholders’ Meeting on April  29, 2010 a proposedagreement with the Italian bank BMPS for the distribution of change in its corporate governance structure from a dual boardlife, non-life and pension business in Italy, and (v)  signed an structure (Supervisory Board and Management Boad) to anagreement to acquire a 36.7% interest in Reso Garantia (“RESO”) unitary board structure (Board of Directors) and (ii) will implementrepresenting AXA’s entry into the Russian market. a new organization to support a new stage in its development with M. François Pierson, Chairman and Chief Executive OfficerIn 2008, AXA (i) completed the acquisition of 36.7% of the share of AXA France and member of AXA’s Management Board,capital of RESO, Russia’s 2nd  largest P&C insurer (June  2008), and M.  Christopher Condron, Chief Executive Officer of AXA(ii)  completed the acquisition  of Seguros ING (subsequently Financial, Inc. (United States) and member of AXA’s Managementrenamed AXA Seguros, SA de Compañia de Valores), the Board, assuming Group-wide responsibility on an international3rd largest Mexican insurer with leading positions in key markets level for Property &  Casualty insurance, and Life &  Savingssuch as Motor or Health and also active on the Life market and Health businesses, respectively, in addition to their current(July 2008), and (iii) acquired OYAK’s 50% share in AXA OYAK, operational responsibilities.Turkey’s 1st largest P&C insurer (August 2008).I Recent developmentsFor a description of significant acquisitions and disposals highlights” and Note  5 “Goodwill” to the consolidated financialundertaken by AXA please see Part  1 – “The AXA Group: Our statements included under Part  4 – “Consolidated financialglobal business operations, recent financial performance and statements” of this Annual Report.financial condition”, Section  1.3 “Activity Report” – “OperatingI General informationThe Company is the holding company for the AXA Group, a AXA operates primarily in Europe, North America, the Asia-Pacificworldwide leader in financial protection. Based on available Region and, to a lesser extent, in other regions including theinformation at December 31, 2009, the AXA Group was one of Middle East, Africa, and Latin America. AXA has five operatingthe world’s largest insurance groups, with consolidated gross business segments: Life &  Savings, Property &  Casualty,revenues of €90.1  billion for the year ended December  31, International Insurance, Asset Management, and Banking. In2009. The AXA Group was also one of the world’s largest addition, various holding companies within the AXA Groupasset managers, with total assets under management as at conduct certain non-operating activities.December  31, 2009 of €1,015.1  billion. Based on available The diversification of the AXA Group – both by geography andinformation at December  31, 2008 and taking into account by business – is designed to mutualize the different types ofcompanies engaged in the asset management business, notably risks to which the Group is exposed. For example, mortality risksbanks, AXA was the world’s 5th largest asset manager (1). are partly offset by longevity risks, and Life &  Savings risks byFor information concerning the ownership structure of the Property & Casualty risks. In addition, geographic diversificationGroup, see Part  2.4 – “Major Shareholders and Related Party helps reduce the concentration of risk and volatility of claimsTransactions” in this Annual Report. experience.(1) Source: Pensions & Investments, Watson Wyatt Global 500 survey. 2008. I DOCUMENT DE RÉFÉRENCE - ANNUAL REPORT 2009 - AXA I 9
  12. 12. 1 THE AXA GROUP 1.2 INFORMATION ON THE COMPANY I Table of principal subsidiaries with Group share of interests and voting rights percentages Set forth below is a simplified organization chart of AXA as of Please note that the percentages shown in the third column December  31, 2009. For additional information, please see (“Group share of interests”) represent the economic interest Note 2 “Scope of consolidation” included in Part 4 – “consolidated and the percentages shown in the fourth column (“Voting rights financial statements” of this Annual Report. percentage”) represent the percentage of the company’s total voting power controlled by AXA. PRINCIPAL SUBSIDIARIES AS OF DECEMBER 31, 2009 Group share of Voting rights interests percentage International Insurance AXA Assistance SA 100% 100% AXA Corporate Solutions Assurance 98.75% 98.75% AXA Corporate Solutions Life Reinsurance Company 100% 100% Colisée Ré (a) 100% 100% Asset Management AXA Investment Managers 95.27% 95.29% AXA Real Estate Investment Managers 95.25% 100% AllianceBernstein (b) 62.15% 62.15% AXA Rosenberg 71.45% 75% NORTH AMERICA United States Insurance AXA Financial, Inc. (c) 100% 100% Canada Insurance AXA Canada Inc. (d) 100% 100% Mexico Insurance AXA Seguros, SA de Capital Variable (e) 99.94% 99.94% AFRICA Morocco Insurance AXA Holding Maroc (f) 100% 100% EUROPE Belgium Insurance AXA Holdings Belgium (g) 100% 100% (g bis) Financial Services AXA Bank Europe 100% 100% Czech Republic Insurance AXA zivotní pojišt’ovna a.s. 79.49% 79.49% AXA penzijni fond a.s. 92.85% 92.85% (a) Formerly AXA RE Paris. (b) AXA also holds indirectly 100% of the general partner of AllianceBernstein. (c) Holding company that owns AXA Equitable Life Insurance Company, Mony Companies, AXA Financial Bermuda Ltd. (d) Holding company that owns AXA Assurances Inc. (e) Company owned by AXA Mediterranean Holding, SA (Spain). (f) Holding company that owns AXA Assurance Maroc. (g) Holding company that owns AXA Belgium. (g bis) Company that owns AXA Swiss Bank.10 I DOCUMENT DE RÉFÉRENCE - ANNUAL REPORT 2009 - AXA I
  13. 13. THE AXA GROUP 1.2 INFORMATION ON THE COMPANY 1 Group share of Voting rights interests percentage FranceInsurance AXA France Assurance (h) 100% 100%Financial Services Compagnie Financière de Paris 100% 100% AXA Banque 99.89% 100% GreeceInsurance AXA Insurance AE (i) 99.89% 99.89% HungaryInsurance AXA Biztosító Zrt. 67.40% 67.40%Financial Services AXA Bank Europe SA Magyarországi Fióktelepe (j) 100% 100% ItalyInsurance AXA Italia SpA (k) 100% 100% AXA MPS Assicurazioni Vita SpA (l) 50% 50% + 1 voting right AXA MPS Assicurazioni Danni SpA (m) 50% 50% + 1 voting right IrelandInsurance AXA Holdings Ireland Limited (n) 99.99% 100% GermanyInsurance AXA Konzern AG (o) 100% 100% DBV-Winterthur Holding AG (p) 100% 100% AXA Versicherungen AG 100% 100% AXA Leben AG 100% 100%Financial Services AXA Bank AG 100% 100% LuxembourgInsurance AXA Luxembourg SA (q) 100% 100% PolandInsurance AXA PTE SA 70% 70% AXA Zycie TU SA 79.43% 79.43% PortugalInsurance AXA Portugal Companhia de Seguros SA 99.49% 99.73% AXA Portugal Companhia de Seguros de Vida SA 94.89% 95.09% Seguro Directo Gere (r) 100% 100% SpainInsurance AXA Mediterranean Holding SA (s) 100% 100% SwitzerlandInsurance AXA Life Ltd 100% 100% (t) AXA Insurance Ltd  100% 100% TurkeyInsurance AXA Holding AS (u) 100% 100% United KingdomInsurance AXA UK plc (v) 99.99% 100%(h) Holding company that owns AXA France Vie, AXA France IARD, AVENSSUR, AXA Corporate Solutions Assurance, Juridica, AXA Epargne Entreprise and Natio.(i) Company owned by AXA Mediterranean Holding, SA (Spain).(j) Formerly ELLA Bank.(k) Holding company that owns AXA Assicurazioni SpA and AXA Interlife SpA.(l) Company owned by AXA Mediterranean Holding, SA (Spain). Company that owns Quadrifoglio Vita SpA.(m) Company owned by AXA Mediterranean Holding, SA (Spain).(n) Holding company that owns AXA Ireland Limited and AXA Insurance Limited.(o) Holding company that owns AXA Versicherung AG, AXA Lebensversicherung AG, AXA ART Versicherung AG and AXA Krankenvezsicherung AG.(p) Holding company that owns DBV-Winterthur Lebensversicherung AG, AXA Krankenversicherung AG and DBV-Winterthur Versicherung AG.(q) Holding company that owns AXA Assurance Luxembourg and AXA Assurance Vie Luxembourg.(r) Company owned by AXA Mediterranean Holding, SA (Spain).(s) Holding company that owns Hilo Direct de Seguros y Reaseguros, AXA Seguros Generales, SA de Seguros y Reaseguros, AXA Vida, SA de Seguros y Reaseguros, AXA MedLa IT & Local Support Services, SA (formerly Winterthur Service, SA), AXA Winterthur Salud SA de Seguros, AXA Aurora Vida, SA de Seguros y Reaseguros and AXA Pensiones, SA E.G.F.P.(t) Holding company that owns 66.66% of AXA-ARAG Rechtsschutz AG (formerly Winterthur-ARAG).(u) Holding company that owns 100% of AXA Hayat Sigorta AS and 72.55% of AXA Sigorta AS(v) Holding company that owns directly AXA Sun Life Holdings plc, Guardian Royal Exchange plc and Bluefin Group Limited (formerly AXA Advisory Holdings Limited) and indirectly AXA Sun Life plc, Winterthur UK Financial Services Group Limited, AXA Insurance plc, Bluefin Advisory Services Limited and AXA PPP healthcare Limited. I DOCUMENT DE RÉFÉRENCE - ANNUAL REPORT 2009 - AXA I 11
  14. 14. 1 THE AXA GROUP 1.2 INFORMATION ON THE COMPANY Group share of Voting rights interests percentage ASIA-PACIFIC Australia/New Zealand Insurance AXA Asia Pacific Holdings Limited (w) 54.07% 54.08% Hong Kong Insurance AXA China Region Limited (x) 54.07% 100% Japan Insurance AXA Japan Holding Co. Ltd (y) 98.40% 98.40% Singapore Insurance AXA Financial Services (Singapore) Pte Ltd (z) 54.07% 100% South Korea Insurance Kyobo AXA General Insurance Co, Ltd 92.73% 92.73% (w) Holding company that owns The National Mutual Life Association of Australasia Limited, National Mutual Funds Management (Global) Limited and National Mutual International Pty Limited. AXA’s ownership interest and voting power in AXA Asia Pacific Group is divided between a direct holding of 44.65% and an additional 9.43% owned by AXA Sun Life PLC. (x) Wholly owned by AXA Asia Pacific Holdings Limited. (y) Holding company that owns AXA Life Insurance Co. Ltd, AXA Non-Life Insurance Co. Ltd. (z) Holding company that owns AXA Life Insurance Singapore Pte Ltd. Wholly owned by AXA Asia Pacific Holdings Limited.12 I DOCUMENT DE RÉFÉRENCE - ANNUAL REPORT 2009 - AXA I
  15. 15. THE AXA GROUP 1.2 INFORMATION ON THE COMPANY 1I RatingsPRINCIPAL RATINGS OF THE GROUP AS AT MARCH 16, 2010The Company and certain of its insurance subsidiaries are rated by recognized rating agencies. The significance and the meaning ofindividual ratings vary from agency to agency.At March 16, 2010, the relevant ratings for the Company and its principal insurance subsidiaries were as follows: Agency Rating OutlookInsurer Financial Strength RatingsThe Company’s principal insurance subsidiaries Standard & Poor’s AA Negative Moody’s Aa3 Stable Fitch Ratings AA– NegativeRatings of the Company’s Long Term and Short Term DebtCounterparty credit rating/Senior Debt Standard & Poor’s A+ Negative Moody’s A2 Stable Fitch Ratings A–Short Term Debt Standard & Poor’s A1 Moody’s P-1 Fitch Ratings F1The ratings set forth above may be subject to revision or withdrawal the socially responsible investment (SRI) market. AXA is rankedat any time by the assigning rating agency. None of these ratings above the average for its industry and is included in the threeis an indication of the historic or potential performance of the major global ethical indices:ordinary shares, ADSs, ADRs or debt securities and should not ■ DJSI STOXX and DJSI World (based on SAM research);be relied upon for purpose of making an investment decisionwith respect to any of these securities. The Company accepts no ■ FTSE4GOOD (based on EIRIS (1) research);responsibility for the accuracy or reliability of the ratings. ■ ASPI Eurozone (based on Vigeo research).SRI ratingsAXA’s social, societal, environmental and governanceperformances are rated by a number of specialists, includinginvestors, brokers and rating agencies that focus specifically on(1) EIRIS does not publish public ratings. I DOCUMENT DE RÉFÉRENCE - ANNUAL REPORT 2009 - AXA I 13
  16. 16. 1 THE AXA GROUP 1.2 INFORMATION ON THE COMPANY Agency Theme AXA rating General score 71% (sector avg.: 49%) Economy 79% (sector avg.: 58%) SAM (2009) Social 66% (sector avg.: 43%) Environment 68% (sector avg.: 46%) “Sustainability Yearbook” category Bronze Human Resources 52% (rating: +) Human rights 53% (rating: +) Community involvement 63% (rating: +) Vigeo (1) (2008) Environment 54% (rating: +) Business behaviour 59% (rating: +) Corporate governance 48% (rating: =) (1) Definition of Vigeo ratings: --: least advanced; - = companies in the sector; -: companies that fall below the average for their sector; =: companies that are within the average for their sector; +: active companies; ++: the most committed companies in the sector. More SRI ratings: www.axa.com/en/responsibility/sri/14 I DOCUMENT DE RÉFÉRENCE - ANNUAL REPORT 2009 - AXA I
  17. 17. THE AXA GROUP 1.2 INFORMATION ON THE COMPANY 1I Business overviewThe table below summarizes certain key financial data by segment for the last three years.AXA ACTIVITY INDICATORS AND EARNINGS Years ended December 31,(in Euro million, except percentages) 2009 2008 2007Consolidated gross revenues – Life & Savings 57,620 64% 57,977 64% 59,845 64% – Property & Casualty 26,174 29% 26,039 29% 25,016 27% – International Insurance 2,860 3% 2,841 3% 3,568 4% – Asset management 3,074 3% 3,947 4% 4,863 5% – Banking 395 0% 412 0% 339 0% – Holdings and other companies 0 0% 5 0% 2 0%Consolidated gross revenues 90,124 100% 91,221 100% 93,633 100%Annual Premium Equivalent (APE) (a) 6,188 6,789 7,694 (b)New Business Value (NBV)  1,113 985 1,772Underlying earnings (c) – Life & Savings 2,336 61% 1,508 37% 2,670 54% – Property & Casualty 1,670 43% 2,394 59% 1,863 38% – International Insurance 286 7% 188 5% 218 4% – Asset management 355 9% 589 15% 590 12% – Banking (2) 0% 33 1% 36 1% – Holdings and other companies (793) -21% (668) -17% (414) -8%Underlying earnings 3,854 100% 4,044 100% 4,963 100%Net capital gains (386) (345) 1,175Adjusted earnings (d) 3,468 3,699 6,138Exceptional operations (including discontinued operations) (202) (49) 482Goodwill and other related intangible impacts (85) (99) (106)Profit or loss on financial assets (under fair value option) & derivatives 485 (2,501) (596)Integration costs (60) (127) (252)Net income 3,606 923 5,666 – Life & Savings 2,075 48% (446) -47% 2,899 49% – Property & Casualty 1,516 35% 926 98% 2,218 37% – International Insurance 326 8% 103 11% 243 4% – Asset management 409 9% 396 42% 588 10% – Banking (17) 0% (38) -4% 6 0%Net income from operating segments 4,309 100% 942 100% 5,953 100% – Holdings and other companies (703) (19) (287)Net income 3,606 923 5,666(a) Annual Premium Equivalent (APE): Measure of new business volume which represents 100% of regular premiums + 10% of single premiums, in line with EEV methodology. APE is group share.(b) New Business Value (NBV): The value of new business issued during the current year which consists of the Value In Force of new business at the end of the year plus the statutory profit result of the business during the year. NBV is Group share.(c) Underlying earnings correspond to adjusted earnings excluding net capital gains attributable to shareholders.(d) Adjusted earnings represent the net income (Group share) before the impact of: (i) exceptional operations (primarily change in scope and discontinued operations); (ii) integration and restructuring costs related to material newly acquired companies; (iii) goodwill and other related intangibles; and (iv) profit or loss on financial assets accounted for under fair value option (excluding assets backing liabilities for which the financial risk is borne by the policyholder) and derivatives related to invested assets, including all foreign exchange rate impacts on assets, liabilities and derivatives. I DOCUMENT DE RÉFÉRENCE - ANNUAL REPORT 2009 - AXA I 15
  18. 18. 1 THE AXA GROUP 1.2 INFORMATION ON THE COMPANY OTHER FINANCIAL DATA 2008 2007 2009 Revised (b) 2008 Revised (b) 2007 For the years ended December 31, Net income per ordinary share (in Euro) (a) Basic 1.51 0.43 0.44 2.69 2.76 Diluted 1.51 0.43 0.44 2.67 2.73 Average share price (in Euro) 13.8 20.5 20.5 30.9 30.9 At December 31, Shareholders’ equity (in Euro million) 46,229 37,440 37,440 45,642 45,642 Share price (in Euro) 16.5 15.8 15.8 27.4 27.4 (a) Since 2008, the net income per share takes into account interest charges and foreign exchange impacts related to undated debts classified in shareholders’ equity, with retroactive impact on prior years. (b) Following AXA’s rights issue in 4Q09, the average number of shares has been restated to take into account an adjustment factor of 1.023. In the average number of shares calculation, the adjustment factor has been applied on outstanding shares prior to the date of the capital increase leading to an adjustment on average number of shares of 48.4 million shares in 2009, 47.7 million in 2008 and 47.9 million in 2007. As of December 31, 2009, total net outstanding number of shares was 2,264 million and average fully diluted number of shares was 2,133 million. The table below sets forth the total assets managed by AXA’s subsidiaries, including assets managed on behalf of third parties: AXA’S TOTAL ASSETS UNDER MANAGEMENT At December 31, (in Euro million) 2009 2008 2007 AXA: General account assets 441,928 433,576 439,604 Assets backing contracts with financial risk borne by policyholders (unit-linked) 155,457 131,990 182,827 Sub-total 597,385 565,566 622,431 Managed on behalf of third parties (a) 417,666 415,913 658,921 TOTAL ASSETS UNDER MANAGEMENT 1,015,050 981,479 1,281,352 (a) Includes Mutuelles AXA16 I DOCUMENT DE RÉFÉRENCE - ANNUAL REPORT 2009 - AXA I
  19. 19. THE AXA GROUP 1.2 INFORMATION ON THE COMPANY 1The table below sets forth AXA’s consolidated gross revenues by segment for each of its major geographic markets for the yearsindicated:BREAKDOWN OF AXA’S GROSS REVENUES Years ended December 31, 2009 2008 2007 Market Market Market Segment contribution Segment contribution Segment contribution contribution to total contribution to total contribution to total (%) Segment (%) (%) Segment (%) (%) Segment (%)Total gross revenues (in Euro million) (b) 90,124 91,221 93,633Life & Savings 64% 64% 64% France 28% 25% 25% United States 16% 24% 27% United Kingdom 5% 6% 8% Japan 9% 8% 9% Germany 12% 11% 10% Belgium 4% 4% 5% Mediterranean & Latin American Region 11% 8% 3% Switzerland 8% 8% 7% Other countries 6% 6% 6%Property & Casualty 29% 29% 27% France 22% 21% 21% Germany 13% 14% 14% United Kingdom (including Ireland) 15% 17% 20% Belgium 8% 8% 8% Mediterranean & Latin American Region 26% 25% 21% Switzerland 8% 8% 8% Other countries 8% 7% 7%International Insurance 3% 3% 4% AXA Corporate Solutions Assurance 67% 69% 51% AXA Cessions 2% 2% 2% AXA Assistance 27% 26% 20% Others (a) 4% 3% 28%Asset Management 3% 4% 5% AllianceBernstein 61% 64% 64% AXA Investment Managers 39% 36% 36%Banking 0% 0% 0% AXA Banque (France) 23% 25% 25% AXA Bank Europe (Belgium) 59% 60% 64% Others 18% 15% 11%Holdings and other companies 0% 0% 0%(a) Includes business fronted by Colisée Re (ex AXA RE) and fully reinsured by Paris RE (fronting arrangement set in place in the context of the sale of Colisée Re’s (ex AXA RE) business to Paris RE).(b) As described in Note 1.10 of “Part 4 – consolidated financial statements”, the contribution of discontinued operations is stated in a separate line of the income statement.For additional information on AXA’s revenues by segments, see For additional information on AXA’s business segments, seeNote 20 “Revenues by segment and net revenues from banking “Part 1.3 – Activity Report”, and Note 3 “Segmental Information”activities” included in “Part 4 – consolidated financial statements” included in “Part  4 – consolidated financial statements” of thisof this Annual Report. Annual Report. I DOCUMENT DE RÉFÉRENCE - ANNUAL REPORT 2009 - AXA I 17
  20. 20. 1 THE AXA GROUP 1.2 INFORMATION ON THE COMPANY I Segment information Life & Savings Segment AXA offers a broad range of Life & Savings products including individual and group savings products, as well as life and Health products for both individual and commercial clients. The Life & Savings segment accounted for €57.6 billion or 64% of AXA’s consolidated gross revenues for the year ended December 31, 2009 (2008: €58.0 billion or 64%). The table below summarizes AXA’s Life & Savings consolidated gross revenues and gross insurance liabilities by geographic region for the periods and at the dates indicated: LIFE & SAVINGS SEGMENT: GROSS REVENUES BY COUNTRY Gross revenues Years ended December 31, Gross insurance liabilities at (in Euro million, except percentages) 2009 2008 2007 December 31, 2009 France 16,340 28% 14,271 25% 15,045 25% 113,358 United States 9,384 16% 13,755 24% 16,243 27% 98,583 Japan 5,438 9% 4,628 8% 5,116 9% 33,116 United Kingdom 2,783 5% 3,549 6% 4,628 8% 74,281 Germany 6,694 12% 6,233 11% 6,200 10% 55,597 Belgium 2,515 4% 2,559 4% 3,072 5% 26,153 Mediterranean & Latin American Region (b) 6,473 11% 4,813 8% 1,918 3% 35,539 Switzerland 4,437 8% 4,482 8% 4,116 7% 37,070 Others 3,555 6% 3,688 6% 3,507 6% 21,919 of which Australia and New Zealand (c) 1,532 3% 1,719 3% 1,384 2% 8,694 of which Hong Kong 1,203 2% 1,126 2% 1,257 2% 6,908 TOTAL 57,620 100% 57,977 100% 59,845 100% 495,617 Of which: Gross written premiums 55,899 56,071 57,773 Fees and charges relating to investment contracts with no participating feature 547 662 740 Fees, commissions and others revenues (a) 1,174 1,244 1,332 (a) Includes revenues from other activities (mainly commissions and related fees on mutual funds sales). (b) Mediterranean & Latin American Region included Spain, Italy, Portugal, Turkey, Greece and Morocco in 2007. Starting from July 2008 it also included Mexico. (c) The assets and liabilities of the Australian and New Zealand operations (including local holdings) are classified as held for sale separately from other assets and liabilities in the consolidated balance sheet, but are included in the following table as gross insurance liabilities for € 8.7 million.18 I DOCUMENT DE RÉFÉRENCE - ANNUAL REPORT 2009 - AXA I

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